The company itself · A term for founders abroad
What is a certificate of incorporation?
The document filed with a state to create a corporation, setting its name, registered agent and how many shares it may issue.
Checked against the IRS's instructions and the states' own rules. Reviewed by Saais Patel, compliance reviewer.
Term 19 of 105 in the glossary, filed under C.Delaware Division of Corporations: fee schedule
Certificate of Incorporation, for a founder abroad.
A Delaware corporation is created by filing a Certificate of Incorporation with the Division of Corporations. It names the company and its registered agent and sets the authorised shares and their par value, which in turn affect Delaware's franchise tax.
Other states call it articles of incorporation. It's the corporation's counterpart to an LLC's certificate of formation; the internal rules go in the bylaws.
Sources: Delaware Division of Corporations: fee schedule.
Read next · guide · 3 minConverting a Wyoming LLC to a Delaware C-Corporation when an investor asksWhat founders ask next.
- Does a certificate of incorporation list the shareholders?
- No. It sets how many shares the company may issue; who holds them is recorded in its stock ledger.
03 · See also
- The company itselfC-CorporationA US corporation taxed on its own profit, which issues stock and is what US investors' paperwork assumes; usually formed in Delaware.Read the term
- Raising moneyAuthorised sharesThe most shares a corporation may issue, set in its certificate of incorporation; ten million is common for a startup.Read the term
- The company itselfBylawsA corporation's internal rules on its board, officers, meetings and shares; the corporation's counterpart to an LLC's operating agreement.Read the term
- The company itselfRegistered agentThe person or company with a street address in the state who receives legal papers and state notices for a company during business hours.Read the term
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